Helped Clients Recover Over $25 Billion. Since 1979.
Helped Clients Recover Over $25 Billion. Since 1979.
When owners close a business, the company has to settle its debts, end its leases, decide what happens to its assets, and make its final filings with the state. The Schenk Law Firm guides owners through each step so the company ends cleanly.
Dissolution Consents
We prepare the owners’ written consent to dissolve the company, following the voting rules in its operating agreement or bylaws.
State Filings
We prepare and file the certificate of dissolution or cancellation, and we check the state’s records first for unpaid taxes or missed filings that would hold up the closing.
Notice to Creditors
We prepare a formal notice of winding up so creditors know the company is closing and how to submit what they’re owed.
Lease Exits
We negotiate early terminations and releases with landlords so the company and its owners can leave space without open-ended liability. Our commercial leases page has more.
Moving Assets Before Closing
Trademarks, domain names, and other assets often need to move to an owner or a new company before the old one closes. We prepare the assignments and record them where required.
Selling Locations or the Business
Sometimes part of the business can be sold rather than closed. We handle those sales through our mergers, acquisitions, and sales practice.
We stopped operating. Isn’t the company already closed?
No. Until the dissolution is filed, the state treats the company as active. Annual taxes and filings keep coming due.
What happens to our debts?
The company should identify what it owes and pay or resolve those debts as part of winding up. A notice to creditors gives them a clear way to come forward.
We still have a lease.
A lease usually survives the business closing, and owners who signed a personal guaranty can remain on the hook. We negotiate an exit or release with the landlord.
One owner wants to keep the brand.
The trademark and other assets can be assigned to that owner or to a new company before the old one closes, with the other owners’ written consent.
Can we close a company formed in another state?
Yes. Each state has its own dissolution filings, and an out-of-state company registered in California also has to end that registration.
Experience
David Lizerbram has practiced business law for more than two decades. Benjamin Schenk founded and runs a commercial real estate investment and asset management firm.
Every Piece in One Place
We handle the owner consents, state filings, leases, and asset transfers together, so nothing is left open after the company closes.
Clean Records
We check the state’s records before filing and send you the filed documents for your accountant.
Case Study
Two co-owners decided to close a consumer products business that operated through both an LLC and a corporation. We prepared the owners’ consent to dissolve and checked the state records, where we found a small unpaid tax balance for the owners to clear first. We then filed the certificate of cancellation for the LLC and the certificate of dissolution for the corporation, and sent the filed copies to the owners for their accountant.
Case Study
A sole owner wanted to shut down his LLC. We confirmed with him what the company still owed, then prepared his written consent to dissolve and a formal notice of winding up for creditors. He signed both electronically the same week.
Case Study
Two co-owners of a small LLC were parting ways, and one of them planned to keep using the company’s registered trademark through his own business. With both owners’ written consent to the joint representation, we prepared a members’ consent and a trademark assignment from the LLC to the continuing owner’s company. Both owners signed, and we recorded the assignment with the USPTO.
Client names and identifying details are withheld. Results depend on the facts of each matter, and past results don’t guarantee a similar outcome.
The Schenk Law Firm is based in North Park, San Diego. We close companies formed in California and in other states, including Delaware.
Partner Buyouts & Member Exits
When one owner leaves and the business continues.
Selling the business or its locations instead of closing them.
Planning how ownership and leadership pass to the next owner.
Lease exits, assignments, and releases.
Entity Formation & Structuring
Choosing and forming the right LLC, corporation, or partnership, and setting up its ownership.
Bylaws, resolutions, and the records that keep a company in good standing.
A company that stops operating without being dissolved keeps owing taxes and filings. We can walk you through each step and handle the paperwork.
Contact us today to discuss closing your business.
Request a ConsultationThe members approve the dissolution, the company winds up its affairs, and it files a certificate of dissolution and a certificate of cancellation with the California Secretary of State. The company also needs to file its final tax returns.
Only once the dissolution is filed and the final returns are done. Until then, the state can keep assessing annual taxes and penalties.
Winding up an insolvent company raises extra questions about which creditors get paid. We review the situation and coordinate with your accountant.
It depends on the leases, debts, and assets involved. A company with nothing left to settle can close quickly, while one with leases and creditors takes longer.